merged in operating agreement

src/OperatingAgreement-StandaloneLLC/CommonTermsAndConditions.md

@@ -266,3 +266,18 @@ Any attempted Transfer of all or any portion of a Membership Interest,
 shall be void and result in the immediate (no vote required) expulsion
 of the Member and forefiture of Member interest and the right of the Company
 to pursue the Member for any and all remedies under law.
+
+## Duty of care
+
+Each Member shall discharge their duties in a good and proper manner
+as provided for in this Agreement. Each Member, on behalf of the
+Company shall enforce agreements entered into
+by the Company and conduct or cause to be
+conducted the ordinary business and affairs of the Company in
+accordance with good industry practice and the provisions of this
+Agreement. 
+
+## Liability to Third Parties
+No Member or Director, solely by reason of being a
+member or Director, shall be liable for the debts, obligations, or liabilities of
+the Company.

src/OperatingAgreement-StandaloneLLC/DutyOfCare.md

@@ -1,10 +0,0 @@
-
-# Duty of care
-
-Each Member shall discharge their duties in a good and proper manner
-as provided for in this Agreement. Each Member, on behalf of the
-Company shall enforce agreements entered into
-by the Company and conduct or cause to be
-conducted the ordinary business and affairs of the Company in
-accordance with good industry practice and the provisions of this
-Agreement. 

src/OperatingAgreement-StandaloneLLC/Governance-Introduction.md

@@ -0,0 +1 @@
+The following sections are the material we use in our operating agreements. 

src/OperatingAgreement-StandaloneLLC/Indemnification.md

@@ -5,10 +5,10 @@ To the fullest extent permitted by law, and subject to the limitations set
 forth in this Section, and with, in each case, the Board Of Directors
 prior approval: 
 
-* the Company may (at the Members sole discretion) indemnify each Director
-or Member for any Adverse Consequences 
-that a Director or Member may suffer including, but not limited to, any
-Director, or Member who, is to be made a party to any pending or
+* the Company may (at the Members sole discretion) indemnify any or each Director
+for any Adverse Consequences 
+that a Director may suffer including, but not limited to, any
+Director who, is to be made a party to any pending or
 completed action, suit or proceeding ("**Proceeding**"), any appeal
 therein, or any inquiry or investigation preliminary thereto, solely by
 reason of the fact that he or she is or was a Director, Member and was
@@ -16,13 +16,11 @@ acting within scope of duties or under the authority of the Company and
 was not in breach of agreements or violating fiduciary responsibility 
 as determned by the Members;
 
-* the Company may (at the Members sole discretion) pay a Director or Member for expenses 
-incurred by him or her:
+* the Company may (at the Members sole discretion) pay a Director for expenses incurred by him or her:
 
-(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
+(1) in advance of any deposition of a Proceeding to which such Director is a party, and
 
-(2) in connection with his or her appearance as a witness or other participation in any 
-Proceeding. 
+(2) in connection with his or her appearance as a witness or other participation in any Proceeding. 
 
 Such indemnification may also include counsel fees. 
 

src/OperatingAgreement-StandaloneLLC/LiabilityToThirdParties.md

@@ -1,5 +0,0 @@
-
-# Liability to Third Parties
-No Member or Director, solely by reason of being a
-member or Director, shall be liable for the debts, obligations, or liabilities of
-the Company.

src/OperatingAgreement-StandaloneLLC/TimeAndCapitalRequirements.md

@@ -3,3 +3,41 @@
 No Member shall be required to devote a particular
 amount of time or capital to the Company's business, 
 but shall devote sufficient time to perform their duties hereunder. 
+
+
+# Capital Contributions and Finance
+
+## Capital Contribution
+
+No Member shall have any obligation to make any Capital Contribution.
+Company members, in their sole and absolute discretion, may at any time elect
+to fund or not fund further Capital Contributions with respect to the
+Company or any Investment, Investment Entity, without any
+liability whatsoever to the Company or any Member, even if such failure
+to contribute results in the loss of any opportunity or the forfeiture
+of any Investment or interest in any Investment Entity, or results in
+any other penalty or liability.
+
+## Return of Contributions
+
+Except as expressly provided herein, no
+Member shall be entitled to the return of any part of its Capital
+Contributions, to be paid interest in respect of either its Capital
+Account or any Capital Contribution made by it or paid for the fair
+market value of its Membership Interest upon withdrawal or otherwise.
+
+Unrepaid Capital Contributions shall not be a liability of the Company,
+or of any Member. 
+
+No Member shall be required to contribute or lend any cash or property 
+to the Company to enable the Company to return any Member's Capital Contributions.
+
+## Member Guaranties
+No Member shall undertake to guarantee or otherwise become liable for any obligation 
+of the Company, or any Investment Entity.
+
+## Investments
+
+Investments. All Investments by the Company shall be made on such
+terms and conditions as the Board Of Directors and Members may determine.
+